Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH. ACQUIRING FUND The obligations of the Trust, on behalf of an Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Trust*s election, to the performance by Framlington, on behalf of the corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7. 1. All representations and warranties of Framlington, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7. 2. Framlington shall have delivered to the Acquiring Fund a statement of the Acquired Fund*s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of Framlington; 7. 3. Framlington, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by Framlington*s President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of Framlington, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust shall reasonably request; 7.4 Framlington, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Framlington, on behalf of the Acquired Fund, on or before the Closing Date; and 7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH. ACQUIRING FUND The obligations of the Trust, on behalf of an Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Trust*s election, to the performance by Framlingtonthe Company, on behalf of the corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7. 1. All representations and warranties of Framlingtonthe Company, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7. 2. Framlington The Company shall have delivered to the Acquiring Fund a statement of the Acquired Fund*s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of Framlingtonthe Company; 7. 3. FramlingtonThe Company, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by Framlington*s the Company*s President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of Framlingtonthe Company, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust shall reasonably request; 7.4 FramlingtonThe Company, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Framlingtonthe Company, on behalf of the Acquired Fund, on or before the Closing Date; and 7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH. ACQUIRING FUND The obligations of the TrustTRANSFERRING FUND 6.1 All representations, on behalf of an Acquiring Fundcovenants, to complete the transactions provided for herein shall be subject, at the Trust*s election, to the performance by Framlington, on behalf of the corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7. 1. All representations and warranties of Framlington, on behalf of the Acquired Fund, Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date, with the same force and effect as if made on and as of the that Closing Date; 7. 2. Framlington Each Acquiring Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund*s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of Framlington; 7. 3. Framlington, on behalf of the Acquired Fund, shall have delivered to the Acquiring its respective Transferring Fund a certificate executed in the Acquiring Fund's name of the Acquired Fund by Framlington*s Memorial's President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably and substance satisfactory to the Trust Transferring Fund and dated as of the Closing Date, to the such effect that the representations and warranties of Framlington, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust Transferring Fund shall reasonably request; 7.4 Framlington. 6.2 The Transferring Funds shall have received on the Closing Date an opinion from Cxxxxxx X. Xxxxxx, Xx., counsel to Memorial, dated as of such Closing Date, in a form reasonably satisfactory to the Transferring Funds, covering the following points: (a) Memorial is a business trust duly organized, validly existing and in good standing under the laws of the State of Delaware, and, to such counsel's knowledge, has the power to own all of its properties and assets and to carry on its business as presently conducted. (b) Memorial is registered as an investment company under the 1940 Act, and, to such counsel's knowledge, such registration with the Commission is in full force and effect. (c) This Agreement has been duly authorized, executed, and delivered by Memorial on behalf of each Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquired FundTransferring Funds, shall have performed all is a valid and binding obligation of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Framlington, on behalf of the Acquired Fund, on or before the Closing Date; and 7.5 The Acquired Fund and the Acquiring Funds enforceable against each Acquiring Fund shall have agreed on in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and to general equity principles. (d) Assuming that a consideration of not less than the number net asset value of full and fractional Acquiring Fund Shares has been paid, Acquiring Fund Shares to be issued and delivered to each Transferring Fund on behalf of the Transferring Fund Shareholders, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of an Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (e) The Registration Statement has been declared effective by the Commission and to such counsel's knowledge, no stop order under the 1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Funds of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state securities laws. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in connection a violation of Memorial's Instrument of Trust or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which an Acquiring Fund is a party or by which an Acquiring Fund or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment, or decree to which an Acquiring Fund is a party or by which it is bound. (g) In the ordinary course of such counsel's representation of the Acquiring Funds, and without having made any investigation, such counsel does not know of any legal or governmental proceedings (only insofar as they relate to an Acquiring Fund) existing on or before the effective date of the Registration Statement or the Closing Date that are required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement that are not described or filed as required. (h) To the knowledge of such counsel no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by an Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state securities laws. (i) In the ordinary course of such counsel's representation of the Acquiring Funds, and without having made any investigation, and except as otherwise disclosed, such counsel is not aware of any litigation or administrative proceeding of or before any court or governmental body that is presently pending or threatened as to an Acquiring Fund or any of its properties or assets. In the ordinary course of such counsel's representation of the Acquiring Funds, and without having made any investigation, to the knowledge of such counsel, the Acquiring Funds are not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Funds' business, other than as previously disclosed in the Registration Statement. In this paragraph 6.2, references to the Prospectus/Proxy Statement include and relate to only the text of such Prospectus/Proxy Statement and not to any exhibits or attachments thereto or to any documents incorporated by reference therein. (a) The post-effective amendment on Form N-1A filed by Memorial with the Reorganization after such number SEC to (i) change the name of the Memorial Funds to "Monteagle Funds", (ii) change the name of the Memorial Government Bond Fund to "Monteagle Fixed Income Fund", (iii) amend the Memorial Government Bond Fund's investment objective, policies and strategies to be substantially similar to those of the Monteagle Fixed Income Fund, (iv) create two new series, the Memorial/Monteagle Value Fund and the Memorial/Monteagle Large Cap Growth Fund, (v) disclose the appointment of Nashville Capital Corporation as the investment manager for the Memorial Government Bond Fund, the Memorial/Monteagle Value Fund and the Memorial/Monteagle Large Cap Growth Fund, and (vi) disclose the appointment of Hxxx and Rxxxxxx, Inc., Rxxxxxxx Investment Group, Inc. and Northstar Capital Management, Inc. as sub-advisors to the Memorial Government Bond Fund, the Memorial/Monteagle Value Fund and the Memorial/Monteagle Large Cap Growth Fund, respectively, has been calculated declared effective by the Commission. (b) Shareholders of the Memorial Government Bond Fund have approved (i) amendments to the Memorial Government Bond Fund's investment objective, policies and strategies so that they are substantially similar to those of the Monteagle Fixed Income Fund, (ii) an investment management agreement with Nashville Capital Corporation and (iii) a sub-advisory agreement with Hxxx & Rxxxxxx, Inc. 6.4 Subject to paragraph 6.3, as of the Closing Date with respect to the Reorganization of the Transferring Fund, there shall have been no material change in accordance the investment objective, policies and restrictions nor any material change in the investment management fees, fee levels payable pursuant to the 12b-1 plan of distribution, other fees payable for services provided to each Acquiring Fund, fee waiver or expense reimbursement undertakings, or sales loads of the Acquiring Funds from those fee amounts, undertakings and sales load amounts of the Acquiring Fund described in the Prospectus/Proxy Statement. 6.5 For the period beginning at the Closing Date and ending not less than three years thereafter, Memorial, its successor or assigns shall provide, or cause to be provided, liability coverage at least as comparable to the liability coverage currently applicable to both former and current Trustees and officers of Unified, covering the actions of such Trustees and officers of Unified for the period they served as such. 6.6 Unified shall have received a letter of indemnification from the Nashville Capital Corporation stating that it agrees to indemnify Unified, its employees, agents, trustees and officers (each, an “Indemnified Party”) against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other direct (but not indirect, special or consequential) expenses arising out of any shareholder litigation, SEC staff inquiries, investigations or SEC disciplinary action taken with paragraph 1respect to any of the Transferring Funds, except to the extent that such claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses are a result of breach of the Agreement by an Indemnified Party.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH. ACQUIRING FUND The obligations of the Trust, on behalf of an Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Trust*s election, to the performance by FramlingtonMFT, on behalf of the corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7. 1.1. All representations and warranties of FramlingtonMFT, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7. 2. Framlington MFT shall have delivered to the Acquiring Fund a statement of the Acquired Fund*s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of FramlingtonMFT; 7. 3. FramlingtonMFT, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by Framlington*s MFT*s President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of FramlingtonMFT, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust shall reasonably request; 7.4 FramlingtonMFT, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by FramlingtonMFT, on behalf of the Acquired Fund, on or before the Closing Date; and 7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH. ACQUIRING FUND The obligations of the TrustTRANSFERRING FUND 6.1 All representations, on behalf of an Acquiring Fundcovenants, to complete the transactions provided for herein shall be subject, at the Trust*s election, to the performance by Framlington, on behalf of the corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7. 1. All representations and warranties of Framlington, on behalf of the Acquired Fund, Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date, with the same force and effect as if made on and as of the that Closing Date; 7. 2. Framlington Each Acquiring Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund*s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of Framlington; 7. 3. Framlington, on behalf of the Acquired Fund, shall have delivered to the Acquiring its respective Transferring Fund a certificate executed in the Acquiring Fund's name of the Acquired Fund by Framlington*s Memorial's President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably and substance satisfactory to the Trust Transferring Fund and dated as of the Closing Date, to the such effect that the representations and warranties of Framlington, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust Transferring Fund shall reasonably request; 7.4 Framlington. 6.2 The Transferring Funds shall have received on the Closing Date an opinion from Xxxxxxx X. Xxxxxx, Xx., counsel to Memorial, dated as of such Closing Date, in a form reasonably satisfactory to the Transferring Funds, covering the following points: (a) Memorial is a business trust duly organized, validly existing and in good standing under the laws of the State of Delaware, and, to such counsel's knowledge, has the power to own all of its properties and assets and to carry on its business as presently conducted. (b) Memorial is registered as an investment company under the 1940 Act, and, to such counsel's knowledge, such registration with the Commission is in full force and effect. (c) This Agreement has been duly authorized, executed, and delivered by Memorial on behalf of each Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquired FundTransferring Funds, shall have performed all is a valid and binding obligation of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Framlington, on behalf of the Acquired Fund, on or before the Closing Date; and 7.5 The Acquired Fund and the Acquiring Funds enforceable against each Acquiring Fund shall have agreed on in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and to general equity principles. (d) Assuming that a consideration of not less than the number net asset value of full and fractional Acquiring Fund Shares has been paid, Acquiring Fund Shares to be issued and delivered to each Transferring Fund on behalf of the Transferring Fund Shareholders, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of an Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (e) The Registration Statement has been declared effective by the Commission and to such counsel's knowledge, no stop order under the 1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Funds of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state securities laws. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in connection a violation of Memorial's Instrument of Trust or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which an Acquiring Fund is a party or by which an Acquiring Fund or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment, or decree to which an Acquiring Fund is a party or by which it is bound. (g) In the ordinary course of such counsel's representation of the Acquiring Funds, and without having made any investigation, such counsel does not know of any legal or governmental proceedings (only insofar as they relate to an Acquiring Fund) existing on or before the effective date of the Registration Statement or the Closing Date that are required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement that are not described or filed as required. (h) To the knowledge of such counsel no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by an Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state securities laws. (i) In the ordinary course of such counsel's representation of the Acquiring Funds, and without having made any investigation, and except as otherwise disclosed, such counsel is not aware of any litigation or administrative proceeding of or before any court or governmental body that is presently pending or threatened as to an Acquiring Fund or any of its properties or assets. In the ordinary course of such counsel's representation of the Acquiring Funds, and without having made any investigation, to the knowledge of such counsel, the Acquiring Funds are not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Funds' business, other than as previously disclosed in the Registration Statement. In this paragraph 6.2, references to the Prospectus/Proxy Statement include and relate to only the text of such Prospectus/Proxy Statement and not to any exhibits or attachments thereto or to any documents incorporated by reference therein. (a) The post-effective amendment on Form N-1A filed by Memorial with the Reorganization after such number SEC to (i) change the name of the Memorial Funds to "Monteagle Funds", (ii) change the name of the Memorial Government Bond Fund to "Monteagle Fixed Income Fund", (iii) amend the Memorial Government Bond Fund's investment objective, policies and strategies to be substantially similar to those of the Monteagle Fixed Income Fund, (iv) create two new series, the Memorial/Monteagle Value Fund and the Memorial/Monteagle Large Cap Growth Fund, (v) disclose the appointment of Nashville Capital Corporation as the investment manager for the Memorial Government Bond Fund, the Memorial/Monteagle Value Fund and the Memorial/Monteagle Large Cap Growth Fund, and (vi) disclose the appointment of Xxxx and Xxxxxxx, Inc., Xxxxxxxx Investment Group, Inc. and Northstar Capital Management, Inc. as sub-advisors to the Memorial Government Bond Fund, the Memorial/Monteagle Value Fund and the Memorial/Monteagle Large Cap Growth Fund, respectively, has been calculated declared effective by the Commission. (b) Shareholders of the Memorial Government Bond Fund have approved (i) amendments to the Memorial Government Bond Fund's investment objective, policies and strategies so that they are substantially similar to those of the Monteagle Fixed Income Fund, (ii) an investment management agreement with Nashville Capital Corporation and (iii) a sub-advisory agreement with Xxxx & Xxxxxxx, Inc. 6.4 Subject to paragraph 6.3, as of the Closing Date with respect to the Reorganization of the Transferring Fund, there shall have been no material change in accordance the investment objective, policies and restrictions nor any material change in the investment management fees, fee levels payable pursuant to the 12b-1 plan of distribution, other fees payable for services provided to each Acquiring Fund, fee waiver or expense reimbursement undertakings, or sales loads of the Acquiring Funds from those fee amounts, undertakings and sales load amounts of the Acquiring Fund described in the Prospectus/Proxy Statement. 6.5 For the period beginning at the Closing Date and ending not less than three years thereafter, Memorial, its successor or assigns shall provide, or cause to be provided, liability coverage at least as comparable to the liability coverage currently applicable to both former and current Trustees and officers of Unified, covering the actions of such Trustees and officers of Unified for the period they served as such. 6.6 Unified shall have received a letter of indemnification from the Nashville Capital Corporation stating that it agrees to indemnify Unified, its employees, agents, trustees and officers (each, an “Indemnified Party”) against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other direct (but not indirect, special or consequential) expenses arising out of any shareholder litigation, SEC staff inquiries, investigations or SEC disciplinary action taken with paragraph 1respect to any of the Transferring Funds, except to the extent that such claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses are a result of breach of the Agreement by an Indemnified Party.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH. ACQUIRING FUND The obligations of the Trust, on behalf of an Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Trust*s Trusts election, to the performance by Framlingtonthe Company, on behalf of the corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7. 1. All representations and warranties of Framlingtonthe Company, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7. 2. Framlington The Company shall have delivered to the Acquiring Fund a statement of the Acquired Fund*s Funds Assets and Liabilities, as of the Closing Date, certified by the Treasurer of Framlingtonthe Company; 7. 3. FramlingtonThe Company, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by Framlington*s the Companys President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of Framlingtonthe Company, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust shall reasonably request; 7.4 FramlingtonThe Company, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Framlingtonthe Company, on behalf of the Acquired Fund, on or before the Closing Date; and 7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.